A/N: Max and Naomi are getting close… close enough to have sex anyway. I get that Naomi was sort of a player, but she was raped. I get that 90210 doesn't want the show to be about that (anymore…) and they did keep the storyline going for a while. Perhaps they feel that because Cannon is in jail Naomi would be totally fine now. And I don't know, but I feel like she would have some feelings… or something. If they are moving their college plans around and stuff I just feel like Naomi would tell him… or maybe she doesn't want to. This fic is to explore that element that 9-0 isn't showing.

PS: Where was Kelly when Dixon and Navid sent Silver away? I'm writing another fic about that so keep an eye open!

Disclaimer: Not mine… Sadly.-

"Look, I just don't want company tonight, Max," Naomi said as she walked towards her car.

"You haven't wanted company for the past week," Max said exasperated.

Naomi rolled her eyes and took a defensive posture as she continued her walk, "You can study or whatever like usual, I just want you out by eight."

Max shook his head in disbelief, "That's earlier than the state curfew."

Naomi leaned against her car and looked at Max. He looked annoyed, but he also looked sad. She sighed and hung her head a little. "I'm sorry, it's just been a rough week."

Max looked at her for a moment. "I get that," he began, "with Silver's breakdown and Annie's boss, and that teacher… but you should be happy. You're Prom Queen and Passing of the Torch is coming up. I thought you'd like that sort of thing."

Naomi's head snapped toward Max, "The Passing of the Torch is coming up?"

Max looked slightly amused and confused, "Yeah… in a couple of days."

"Oh, God," she breathed. It made sense then: the nightmares, the panic attacks, the flashbacks. "I have to go," she stumbled into her car and drove away. As she drove home she vaguely recognized Max in the rearview mirror.

She sat on her bed in the dark. The shadows had been moving for hours now she felt and all she kept seeing was him. He was in her closet or her doorway or worse yet under her bed. She had pushed herself up against her bedpost not long ago, but the shadows were growing. Her phone was on her night stand. With a quick hand she grabbed it and held it close to her chest. She wanted to call Silver, but she was busy with her own issues and Annie had her own demons to fight as well. She thought about calling Adrianna, but Naomi couldn't really deal with her bitchy behavior. Teddy crossed her mind, but she wasn't even sure if any of the boys knew (she suspected they did, but she never told them and they never said anything to her).

Max, a voice called from within. He'd come. He'd have some logical explanation for the fear, some scientific theory to make the demons go away. Whatever he did, he could make her better. She swallowed hard and dialed his number, ignoring the time.

"Max?" It came out in a panicked whisper. He gave an incoherent reply and a sob escaped her throat, "Please, come over."

Max had never heard Naomi sound so upset. He had once seen her cry over Prada, but this was different. He wasn't sure what caused him panic, whether it was the time, the tone, or her humility when she called. He just made sure he was out of his house before his mother had the chance to yell at him.

He knocked on her door and didn't get a reply. He checked the door, but it was locked. He looked around and found her spare key under her door mat. He unlocked it slowly then entered the dark apartment. "Naomi?" he asked tentatively. He turned on her kitchen light and headed toward her room, "Naomi?" he repeated. When he got to her room he switched the light and Naomi curled into a ball and a whimper escaped her lips. "God, Naomi," Max said in surprise, "What's wrong?"

He climbed on the bed and Naomi clung to him, "Max," she sobbed softly. "I fell asleep, it was just a nap, and the sun was still up. Then I woke up and it was dark and he was in my window, in my door, under my bed!" She told him the last part almost hysterically.

Max's heart dropped slightly, "Who, Naomi?"

Naomi shook her head softly and a few tears fell, "You won't believe me." She clung tighter to him and pressed her face into his chest. "Please," she begged, "just tell me what you know about flashbacks and how to stop them."

Naomi let a strangled cry escape, "You have to make them go away, Max, you have to."

Max rubbed Naomi's arm, "Tell me what I have to make go away."

Naomi released Max and tucked away into herself. "Max, I… I think I have something to tell you." Max's confusion turned to concern and he nodded. Naomi licked her lips then cleared her throat, "I don't know if you want this… or need this, but you're here and you should know, right?" Max knew the question was rhetorical. Naomi's eyes weren't watching him, they were off in the distance. "I'm sorry I've been such a terrible girlfriend lately. I thought I was better, that that crazy Guru had helped me…" She paused a moment Max remembered the woman who had ripped Naomi off. "I guess I was wrong, I mean this is the first flashback I've had in months—I really thought it was over. Then I met you and I wasn't even scared. I was me again," she smiled at Max. "You saved me."

"Naomi…" Max was still confused, but he felt the need to say something.

Naomi shook her head, "I'm not done." She took a big breath and zoned out again, avoiding his eyes. "I'm so awful this week because of Passing of the Torch. Last year… last year something happened there and I can't forget it. I want to, but I can't."

Naomi hadn't said anything for a moment so Max pushed her forward, "What?"

Naomi looked at his eyes and smiled sadly, they were soft and she thought he might understand… might not treat her any different. In that moment, Naomi realized she trusted Max. "Max," she began slowly, "I was upset at the dance. Liam and I had broken up, Teddy and Silver had just gotten back together and Adrianna and Navid had just had the romantic interview. I know everything's different now, but then that was reality and I was alone." She swallowed hard, her throat aching from the suppressed tears, "I left early, or tried to. My car was broken and I saw a light. It was Mr. Canon's room." Naomi stopped to see the Max's face and noticed surprise, "I know… I felt terrible and awkward, but I had to get my car towed and he offered to help. We watched this documentary and he…" Tears welled in her eyes and she wrapped her arms around herself, "He began to kiss me and then to touch me and suddenly I was pinned against a wall and he…he…" Naomi curled into herself and rested her chin on her knees, "and he raped me."

The air was thick and no one spoke for long while. Max couldn't breathe. Finally he muttered out weak, "Naomi…"

Naomi cleared her throat and stood up quickly. She pulled her hair back and wipe beneath her eyes. Her feigned confidence was enough to make Max sick, but he figured she felt better, "It's really not that bad, Max. I just had a weak moment. I'm sorry I bothered you." She walked away quickly and Max only took two seconds to follow her.

"Naomi, wait!"

She turned sharply on her heels and gave Max an out of place glare, "What, Max?"

"You can't just… you can't just tell me that and walk away! Shouldn't we talk about it?"

"Talk about what? It happened, he's in jail, and I'm psychotic."

Max's face became extremely gentle and he smiled at Naomi, "You aren't psychotic. You're talented, smart, beautiful, and have a tendency to be a bit stuck up," he added with laugh, "but never psychotic."

Naomi smiled at that, "I shouldn't have told you."

Max walked up to her and held both of her shoulders in his hands, "Naomi, I changed my dream school for you. You thought about going to Boston for me. I love you… I'm glad you told me."

Naomi's face lit up a little, "You love me?"

Max smiled softly, "Yes."

Naomi swallowed hard, "We can get past this, right?"

Max's eyebrows fell a moment. She hadn't said the three words back. He continued to smile at her, "Of course, Naomi. I'll be here."

A/N: How was it? Too fluffy? Read and Review please!

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